Herbalife to Increase the Size of Its Board of Directors and Nominate Two Icahn Representatives for Election to Board

Thursday, February 28, 2013

Herbalife to Increase the Size of Its Board of Directors and Nominate Two Icahn Representatives for Election to Board14:24 EST Thursday, February 28, 2013
LOS ANGELES (Business Wire) -- Herbalife (NYSE: HLF) today announced that it has reached an agreement
with Carl C. Icahn, Icahn Enterprises Holdings L.P. and certain related
entities (collectively the “Icahn Parties”), which beneficially own, in
the aggregate 14,015,151 shares of Herbalife common stock, representing
approximately 13.6% of the Company's outstanding shares. As part of the
agreement, Herbalife will increase the size of its Board of Directors
from nine to eleven members immediately before the 2013 Annual General
Meeting of Shareholders (“the Annual Meeting”). Herbalife's Board of
Directors will nominate two individuals to the Company's Board of
Directors, designated by the Icahn Parties and approved by the Company's
Nominating and Corporate Governance Committee.
Under the terms of the agreement, the Icahn Parties have agreed to,
among other things, abide by certain standstill provisions and vote
their shares in support of all of the Board's director nominees. The
Icahn Parties have the right to increase the size of their ownership
position in Herbalife up to 25% of the outstanding common stock. A copy
of the agreement with further detail will be attached to a Current
Report on Form 8-K to be filed by Herbalife with the Securities and
Exchange Commission.
“We are pleased to have reached this agreement and look forward to
working with the Icahn representatives as members of our Board of
Directors,” said Michael O. Johnson, chairman and chief executive
officer of Herbalife. “We appreciate the Icahn Parties' shared views on
the inherent value of Herbalife's operations, products and future
prospects.”
“Over its long history, Herbalife has proven its ability to increase
revenues and returns, and we will work with the Company to build on its
results,” said Mr. Icahn. “We conducted considerable research on
Herbalife and its business before making our investment in the Company,
and have great respect for its Board and management team, and believe in
the Company's great potential. We expect our shareholder representatives
to provide positive input into Board decisions affecting the future of
the Company.”
About Herbalife Ltd.
Herbalife Ltd. (NYSE:HLF) is a global nutrition company that sells
weight-management, nutrition and personal care products intended to
support a healthy lifestyle. Herbalife products are sold in more than 80
countries to and through a network of independent distributors. The
company supports the Herbalife Family Foundation and its Casa Herbalife
program to help bring good nutrition to children. Herbalife's website
contains information about Herbalife, including financial and other
information for investors at http://ir.Herbalife.com.
The company encourages investors to visit its website from time to time,
as information is updated and new information is posted.
Additional Information
The Company intends to promptly file a proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the Annual Meeting (the “Proxy Statement”).
Details concerning the nominees of the Company's Board of Directors for
election at the Annual Meeting will be included in the Proxy Statement.
This press release may be deemed to be solicitation material in respect
of the Annual Meeting. In connection with the Annual Meeting the Company
will file with, or furnish, to the SEC all additional relevant
materials, including the Proxy Statement on Schedule 14A. BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC,
INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able
to obtain a copy of the definitive proxy statement and other documents
filed by the Company free of charge from the SEC's website, www.sec.gov.
The Company's shareholders will also be able to obtain, without charge,
a copy of the definitive Proxy Statement and other relevant documents by
directing a request by mail to Herbalife International, 800 West Olympic
Blvd., Suite 406, Los Angeles, CA 90015 Attn: Investor Relations or from
the Company's website, http://ir.Herbalife.com.
The Company and its directors and executive officers and certain other
members of its management and employees and the Icahn Parties and their
director nominees may be deemed to participate in the solicitation of
proxies in respect of the Annual Meeting. Additional information
regarding the interests of such potential participants will be included
in the definitive Proxy Statement.
FORWARD-LOOKING STATEMENTSAlthough we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and to
inherent risks and uncertainties, such as those disclosed or
incorporated by reference in our filings with the Securities and
Exchange Commission. Important factors that could cause our actual
results, performance and achievements, or industry results to differ
materially from estimates or projections contained in our
forward-looking statements include, among others, the following:
• any collateral impact resulting from the ongoing worldwide financial
environment including the availability of liquidity to us, our customers
and our suppliers or the willingness of our customers to purchase
products in a difficult economic environment;
• our relationship with, and our ability to influence the actions of,
our distributors;
• improper action by our employees or distributors in violation of
applicable law;
• adverse publicity associated with our products or network marketing
organization, including our ability to comfort the marketplace and
regulators regarding our compliance with applicable laws;
• changing consumer preferences and demands;
• our reliance upon, or the loss or departure of any member of, our
senior management team which could negatively impact our distributor
relations and operating results;
• the competitive nature of our business;
• regulatory matters governing our products, including potential
governmental or regulatory actions concerning the safety or efficacy of
our products and network marketing program, including the direct selling
market in which we operate;
• legal challenges to our network marketing program;
• risks associated with operating internationally and the effect of
economic factors, including foreign exchange, inflation, disruptions or
conflicts with our third party importers, pricing and currency
devaluation risks, especially in countries such as Venezuela;
• uncertainties relating to the application of transfer pricing, duties,
value added taxes, and other tax regulations, and changes thereto;
• uncertainties relating to interpretation and enforcement of
legislation in China governing direct selling;
• our inability to obtain the necessary licenses to expand our direct
selling business in China;
• adverse changes in the Chinese economy, Chinese legal system or
Chinese governmental policies;
• our dependence on increased penetration of existing markets;
• contractual limitations on our ability to expand our business;
• our reliance on our information technology infrastructure and outside
manufacturers;
• the sufficiency of trademarks and other intellectual property rights;
• product concentration;
• changes in tax laws, treaties or regulations, or their interpretation;
• taxation relating to our distributors;
• product liability claims;
• whether we will purchase any of our shares in the open markets or
otherwise; and
• share price volatility related to, among other things, speculative
trading and certain traders shorting our common shares.
We do not undertake any obligation to update or release any revisions
to any forward-looking statement or to report any events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by law.
Herbalife Ltd.Barbara Henderson, SVP, Worldwide Corp.
Communications213-745-0517orAmy Greene, VP, Investor
Relations213-745-0474

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